<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
AMERICAN BANKERS INSURANCE GROUP, INC.
11222 QUAIL ROOST DRIVE
MIAMI, FLORIDA 33157
(305) 253-2244
Commission File Number: 0-9633
State of Incorporation: Florida
I.R.S. Employer Identification Number: 59-1985922
Indicate, by check mark, whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Common Stock - Par Value $1.00
43,196,305 Shares Outstanding on August 09, 1999
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Form 10-Q
Company or group of companies for which report is filed:
AMERICAN BANKERS INSURANCE GROUP, INC.
This quarterly report, filed pursuant to Rule 13A-13 of the General Rules and
Regulations under the Securities Exchange Act of 1934, consists of the following
information as specified in Form 10-Q.
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
1. Consolidated Balance Sheets at June 30, 1999 and December 31, 1998.
2. Consolidated Statements of Income for the three months ended June 30,
1999 and 1998.
3. Consolidated Statements of Comprehensive Income for the three months
ended June 30, 1999 and 1998.
4. Consolidated Statements of Income for the six months ended June 30,
1999 and 1998.
5. Consolidated Statements of Comprehensive Income for the six months
ended June 30, 1999 and 1998.
6. Consolidated Statements of Cash Flows for the six months ended June
30, 1999 and 1998.
7. Notes to Consolidated Financial Statements.
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
ITEM 4 - Submission of Matters to a Vote of Security Holders
ITEM 6 - Exhibits and Reports
a. Exhibits.
The following exhibits are included herein:
(10.1) First Amendment to the Voting Agreement between certain
Stockholders and American Bankers Insurance Group Inc., a Florida
Corporation and Fortis, Inc., a Nevada Corporation.
(27) Financial Data Schedule
b. Report on Form 8-K.
None.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN BANKERS
INSURANCE GROUP, INC.
August 13, 1999 /s/ Robert Hill
- --------------- ----------------------------
Date Robert Hill
Principal Accounting Officer
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PART I
FINANCIAL INFORMATION
4
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AMERICAN BANKERS INSURANCE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1999 AND DECEMBER 31, 1998
(in thousands)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ASSETS (unaudited)
Investments
Held-to-maturity securities, at amortized cost $ 697,672 $ 775,305
Available-for-sale securities, at fair value 1,247,580 1,254,876
Equity securities, at approximate market value 144,274 130,437
Mortgage loans on real estate 5,355 6,969
Policy loans 10,270 9,873
Short-term and other investments 272,666 352,764
----------- -----------
Total investments 2,377,817 2,530,224
----------- -----------
Cash 5,066 12,755
Accounts receivable, net of allowance for doubtful
accounts of $9,913 in 1999 and $7,516 in 1998 149,718 136,049
Reinsurance receivable 344,152 315,477
Accrued investment income 32,111 30,586
Deferred policy acquisition costs 466,930 482,995
Prepaid reinsurance premiums 701,109 661,665
Other assets 197,113 198,756
----------- -----------
Total assets $ 4,274,016 $ 4,368,507
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Policy liabilities $ 349,204 $ 336,982
Unearned premiums 1,610,216 1,611,886
Claim liabilities 632,769 608,501
----------- -----------
2,592,189 2,557,369
Other policyholders' funds 11,266 5,976
Notes payable 168,401 193,753
Deferred income taxes 13,649 32,824
Accrued commissions and other expenses 123,386 140,055
Other liabilities 313,638 377,648
----------- -----------
Total liabilities 3,222,529 3,307,625
----------- -----------
Commitments and Contingencies (Note 6)
STOCKHOLDERS' EQUITY
Preferred stock: authorized 10,000 shares
$3.125 Series B Cumulative Convertible Preferred Stock
(stated at liquidation preference of $50 per share),
issued and outstanding 1,983 shares in 1999 and 1,983 shares in 1998 99,160 99,160
Common stock of $1 par value. Authorized 100,000 shares;
issued and outstanding 43,195 shares in 1999 and 43,080 shares in 1998 43,195 43,080
Additional paid-in capital 252,365 245,389
Accumulated other comprehensive income (31,697) 2,593
Retained earnings 731,993 690,726
Less:
Treasury stock at cost - 836 shares in 1999 and 360 shares in 1998 (34,580) (11,876)
Unamortized restricted stock (8,949) (8,190)
----------- -----------
Total stockholders' equity 1,051,487 1,060,882
----------- -----------
Total liabilities and stockholders' equity $ 4,274,016 $ 4,368,507
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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AMERICAN BANKERS INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THREE MONTHS ENDED JUNE 30, 1999 AND 1998
(IN THOUSANDS EXCEPT PER COMMON SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Gross collected premiums $ 686,786 $ 696,939
========= =========
Premiums and other revenues:
Net premiums earned $ 351,437 $ 362,860
Net investment income 35,033 36,527
Realized investment gains 7,726 6,836
Other income 7,706 7,790
--------- ---------
Total premiums and other revenues 401,902 414,013
--------- ---------
Benefits and expenses:
Net benefits, claims, losses and settlement expenses 123,941 126,249
Commissions 158,058 158,960
Operating expense 86,868 82,613
Interest expense 2,722 5,482
--------- ---------
Total benefits and expenses 371,589 373,304
--------- ---------
Income before taxes 30,313 40,709
--------- ---------
Income tax expense:
Current 13,142 9,563
Deferred (4,587) 977
--------- ---------
8,555 10,540
--------- ---------
Net income $ 21,758 $ 30,169
========= =========
PER COMMON SHARE AND COMMON EQUIVALENT SHARE DATA
Basic:
Net income $ 0.48 $ 0.67
========= =========
Weighted average number of shares outstanding 42,360 42,662
========= =========
Diluted:
Net income $ 0.47 $ 0.64
========= =========
Weighted average number of shares outstanding 46,636 46,932
========= =========
Dividends per common share $ 0.12 $ 0.11
========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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AMERICAN BANKERS INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THREE MONTHS ENDED JUNE 30, 1999 AND 1998
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Net income $ 21,758 $ 30,169
-------- --------
Other comprehensive income, net of tax:
Foreign currency translation adjustments (10) (779)
Unrealized (losses) gains on securities:
Unrealized holding (losses) gains arising during period (28,093) 2,985
Reclassification adjustment for gains on securities available for sale
included in net income (2,144) (4,311)
-------- --------
Other comprehensive (loss) (30,247) (2,105)
-------- --------
Comprehensive (loss) income $ (8,489) $ 28,064
======== ========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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AMERICAN BANKERS INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Gross collected premiums $ 1,356,999 $ 1,394,810
----------- -----------
Premiums and other revenues:
Net premiums earned $ 708,401 $ 719,707
Net investment income 74,420 71,705
Realized investment gains 10,727 9,014
Merger termination fee (100,000)
Other income 20,246 13,754
----------- -----------
Total premiums and other revenues 813,794 714,180
----------- -----------
Benefits and expenses:
Net benefits, claims, losses and settlement expenses 240,205 249,187
Commissions 321,739 312,725
Operating expense 170,418 171,516
Interest expense 5,443 9,659
----------- -----------
Total benefits and expenses 737,805 743,087
----------- -----------
Income (loss) before taxes 75,989 (28,907)
----------- -----------
Income tax expense (benefit):
Current 22,626 (10,383)
Deferred (2,401) (6,013)
----------- -----------
20,225 (16,396)
----------- -----------
Net income (loss) $ 55,764 $ (12,511)
=========== ===========
PER COMMON SHARE AND COMMON EQUIVALENT SHARE DATA
Primary:
Net income (loss) $ 1.24 $ (0.37)
=========== ===========
Weighted average number of shares outstanding 42,379 42,328
=========== ===========
Diluted:
Net income $ 1.19 $ N/A
=========== ===========
Weighted average number of shares outstanding 46,671 46,951
=========== ===========
Dividends per common share $ 0.24 $ 0.22
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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AMERICAN BANKERS INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Net income (loss) $ 55,764 $(12,511)
-------- --------
Other comprehensive income, net of tax:
Foreign currency translation adjustments 869 (1,174)
Unrealized (losses) gains on securities:
Unrealized holding (losses) gains arising during period (30,628) 12,290
Reclassification adjustment for gains on securities available for sale
included in net income (4,531) (4,542)
-------- --------
Other comprehensive (loss) income (34,290) 6,574
-------- --------
Comprehensive income (loss) $ 21,474 $ (5,937)
======== ========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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AMERICAN BANKERS INSURANCE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 55,764 $ (12,511)
Adjustments to reconcile net income to net cash provided
by operating activities:
Change in policy liabilities, unearned premiums, claim
liabilities, reinsurance receivable and prepaid reinsurance premiums (38,943) 5,418
Change in other assets and other liabilities (61,362) (45,943)
(Increase) decrease in accounts receivable (13,669) 9,468
Increase in accrued investment income (1,525) (61)
Decrease in accrued commissions and expenses (16,669) (14,480)
Increase in policyholders' funds 5,290 92
Increase in policy loans (397) (361)
Amortization of deferred policy acquisition costs 259,109 267,336
Amortization of cost of insurance acquired 528 616
Policy acquisition costs deferred (243,044) (259,594)
Provision for amortization and depreciation 7,863 6,330
Provision for deferred income taxes (2,401) (6,013)
Net gain on sale of investments (10,727) (9,014)
Compensation and tax effect on stock option shares 3,492 6,809
--------- ---------
Net cash used in operating activities (56,691) (51,908)
--------- ---------
INVESTING ACTIVITIES:
Purchase of investments
Held-to-maturity securities (12,244) (27,731)
Available-for-sale securities (311,763) (434,849)
Proceeds from sale of investments
Available-for-sale securities 153,197 272,102
Mortgage loans 1,878 2,348
Real Estate 2,169 12
Proceeds from maturities of investments
Held-to-maturity securities 87,661 55,951
Available-for-sale securities 110,930 71,633
Decrease (increase) in short-term investments 82,449 (6,665)
Transactions related to capital assets
Capital expenditures (5,758) (4,713)
Sales of capital assets 194 56
--------- ---------
Net cash provided by (used in) investing activities 108,713 (71,856)
--------- ---------
FINANCING ACTIVITIES:
Proceeds from issuance of debt 82,148 116,981
Repayment of debt (107,500)
Dividends paid to shareholders (14,445) (12,718)
Proceeds from issuance of stock 2,787 2,197
Purchase of treasury stock (22,703)
--------- ---------
Net cash (used in) provided by financing activities (59,713) 106,460
--------- ---------
Net decrease in cash (7,691) (17,304)
Cash at beginning of period 12,755 23,265
Rate change effect on cash flow 2 (65)
--------- ---------
Cash at end of period $ 5,066 $ 5,896
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 5,805 $ 10,303
Income taxes $ 68,952 $ 4,769
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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AMERICAN BANKERS INSURANCE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(UNAUDITED)
(1) FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the period ended June 30,
1999 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1999. These statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998. Certain items have
been reclassed to conform with 1999 presentation.
(2) ACQUISITION OF THE COMPANY
On July 22, 1999, American Bankers Insurance Group, Inc. announced that at a
special meeting held on that day, holders of American Bankers' common stock
approved the previously announced merger of American Bankers into a wholly-owned
subsidiary of Fortis, Inc., part of the international insurance, banking, and
investment group Fortis. Under the terms of the Merger Agreement, common
stockholders of American Bankers will receive $55, without interest, in cash in
exchange for each share of American Bankers common stock upon completion of the
merger.
American Bankers also announced that at another special meeting held on July 22,
1999, holders of American Bankers' preferred stock approved the merger. Under
the terms of the Merger Agreement, preferred stockholders of American Bankers
will receive $109.857, without interest, in cash in exchange for each share of
American Bankers preferred stock upon completion of the merger.
Final regulatory approvals have recently been received and it is expected that a
closing date will be determined and announced shortly.
(3) ADOPTION OF NEW FASB STATEMENTS
In 1998, the Company adopted FASB Statement 131, "Disclosures about Segments of
an Enterprise and Related Information." FASB Statement 131 supersedes FASB
Statement 14, "Financial Reporting for Segments of a Business Enterprise,"
replacing the "industry segment" approach with the "management" approach. The
management approach designates the internal organization that is used by
management for making operating decisions and assessing performance as the
source of the Company's reportable segments. FASB Statement 131 also requires
disclosures about products and services, geographic areas, and major customers.
The adoption of FASB Statement 131 did not affect results of operations or
financial position of the Company but did affect the disclosure of segment
information. The Company has restated all previously reported segment
information to conform to the new presentation. The provisions of FASB Statement
131 were adopted for quarterly reporting in March of 1999.
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(4) COMPREHENSIVE INCOME
Related tax effects are allocated to each component of other comprehensive
income for the three months ended June 30,
<TABLE>
<CAPTION>
(in thousands)
1999 1998
-------- --------
<S> <C> <C>
Foreign currency translation adjustments
Before tax amount $ 1,980 $ (1,784)
Tax (expense) or benefit (1,990) 1,005
-------- --------
Net of tax amount (10) (779)
-------- --------
Unrealized (losses) gains on securities:
Unrealized holding (losses) gains arising during period
Before tax amount (41,936) 4,429
Tax benefit or (expense) 13,843 (1,444)
-------- --------
Net of tax amount (28,093) 2,985
-------- --------
Reclassification adjustment for gains on securities available
for sale included in net income
Before tax amount (3,298) (6,632)
Tax expense 1,154 2,321
-------- --------
Net of tax amount (2,144) (4,311)
-------- --------
Net unrealized gains/losses
Before tax amount (45,234) (2,203)
Tax benefit 14,997 877
-------- --------
Net of tax amount (30,237) (1,326)
-------- --------
Other comprehensive (loss), net of tax $(30,247) $ (2,105)
======== ========
</TABLE>
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<PAGE> 13
Related tax effects are allocated to each component of other comprehensive
income for the six months ended June 30,:
<TABLE>
<CAPTION>
(in thousands)
1999 1998
-------- --------
<S> <C> <C>
Foreign currency translation adjustments
Before tax amount $ 2,626 $ (2,336)
Tax (expense) or benefit (1,757) 1,162
-------- --------
Net of tax amount 869 (1,174)
-------- --------
Unrealized (losses) gains on securities:
Unrealized holding (losses) gains arising during period
Before tax amount (45,795) 17,790
Tax benefit or (expense) 15,167 (5,500)
-------- --------
Net of tax amount (30,628) 12,290
-------- --------
Reclassification adjustment for gains on securities available
for sale included in net income
Before tax amount (6,971) (6,987)
Tax expense 2,440 2,445
-------- --------
Net of tax amount (4,531) (4,542)
-------- --------
Net unrealized gains/losses
Before tax amount (52,766) 10,803
Tax benefit or (expense) 17,607 (3,055)
-------- --------
Net of tax amount (35,159) 7,748
-------- --------
Other comprehensive (loss) income, net of tax $(34,290) $ 6,574
======== ========
</TABLE>
Accumulated Other Comprehensive Income Balances at June 30, 1999:
<TABLE>
<CAPTION>
Unrealized Accumulated
Foreign Gains/ Other
Currency (Losses) on Comprehensive
Items Securities Income
-------- ----------- -------------
<S> <C> <C> <C>
Beginning balance $(14,339) $ 16,932 $ 2,593
Current-period change 869 (35,159) (34,290)
-------- -------- --------
Ending balance $(13,470) $(18,227) $(31,697)
======== ======== ========
</TABLE>
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(5) REINSURANCE
The Company accounts for reinsurance contracts under FASB Statement 113. The
Company recognizes the income on reinsurance contracts principally on a pro-rata
basis over the life of the policies covered under the reinsurance agreements.
Reinsurance Recoverables on Unpaid Losses are included as an asset in the
Balance Sheet under the caption "Reinsurance Receivable." Ceded Unearned
Premiums are included as an asset in the Balance Sheet under the caption
"Prepaid Reinsurance Premiums."
The effect of reinsurance on premiums earned is as follows for the six months
and three months ended June 30, 1999 and 1998:
(in thousands)
Six Months Ended
June 30, 1999 June 30, 1998
------------- -------------
Direct premiums $ 1,300,449 $ 1,284,949
Reinsurance assumed 58,809 60,643
Reinsurance ceded (650,857) (625,885)
----------- -----------
Net premiums earned $ 708,401 $ 719,707
=========== ===========
(in thousands)
Three Months Ended
June 30, 1999 June 30, 1998
------------- -------------
Direct premiums $ 646,557 $ 648,614
Reinsurance assumed 27,400 23,605
Reinsurance ceded (322,520) (309,359)
--------- ---------
Net premiums earned $ 351,437 $ 362,860
========= =========
(6) COMMITMENTS AND CONTINGENCIES
For a comprehensive description of the Company's litigation, see Item III of the
Company's 1998 Form 10-K.
Certain of ABIG's subsidiaries, including the Company, are presently parties to
a number of individual consumer and class action lawsuits pending in Alabama
involving premium, rate, marketing, sales practices, disclosure, and policy
coverage issues. While a number of similar suits have been filed in other
jurisdictions, the insurance and finance industries have been targeted in
Alabama by plaintiffs' lawyers who enjoy a favorable judicial climate. The
Company typically has been named as a co-defendant with one or several retailer
or finance companies who have sold the Company's product to a consumer. Other
insurers are also joined as co-defendants in some of the suits. Although the
Alabama lawsuits and similar suits pending in Mississippi and other
jurisdictions generally involve relatively small amounts of actual or
compensatory damages, they typically assert claims requesting substantial
punitive awards or purport to represent a large class of policyholders.
Two classes have recently been certified against the Company: one class
involving collateral protection insurance sold by American Bankers Insurance
Company of Florida in the state of Tennessee after March 1990 to customers of
Mercury Finance of Tennessee, Inc., and a second class involving holders of
credit card insurance in the United States after March 1990 who had claims
denied based upon eligibility restrictions not conspicuosly displayed on the
solicitation materials. The Company and its affiliates intend to appeal these
determinations and have been advised by counsel that they have meritorious
defenses.
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<PAGE> 15
While none of the Company's remaining cases are necessarily significant in terms
of financial risk to the Company, the judicial climate in certain jurisdictions
is such that the outcome of these cases is extremely unpredictable. Moreover,
class action lawsuits to which the Company is a party do not lend themselves to
potential damage calculation. There are still a number of cases pending, and it
is expected that more suits alleging essentially the same causes of action are
likely to continue to be filed during 1999. The Company denies any wrongdoing in
any of these suits and believes that it has not engaged in any conduct that
would warrant an award of punitive damages or that the class allegations have
merit. The Company has been advised by legal counsel that it has meritorious
defenses to all claims being asserted against it. The Company believes, based on
information currently available, that any liabilities that could result are not
expected to have a material effect on the Company's financial position, results
of operations, or cash flows.
In late January and early February 1998, Cendant Corporation ("Cendant")
commenced litigation (the "Cendant Florida Litigation") in the United States
District Court for the Southern District of Florida, Miami Division, against the
Company, members of the Company's Board, American International Group, Inc.
("AIG") and a wholly owned subsidiary of AIG, challenging the validity of
certain provisions in the merger agreement the Company originally entered into
with AIG on December 21, 1997, which agreement was amended in January 1998 and
again at the end of February 1998 ("AIG Merger Agreement"), with respect to
acquisition proposals by third parties. Cendant's complaint in the Cendant
Florida Litigation also challenged the terms of the stock option agreement
between the Company and AIG. Pursuant to the terms of a settlement agreement
providing for the termination of the AIG Merger Agreement and the payment to AIG
by the Company of $100 million and by Cendant of $10 million (the "Settlement
Agreement"), Cendant has taken the necessary actions to cause the dismissal of
all claims asserted in the Cendant Florida Litigation against all defendants,
including the Company and members of the Company's Board. Also pursuant to the
terms of the Settlement Agreement, AIG has taken the necessary actions to cause
the dismissal of claims against Cendant alleging violations of the federal
securities laws in connection with Cendant's bid to acquire the Company.
In late January and early February 1998, five putative class actions on behalf
of American Bankers' shareholders were filed in United States District Court for
the Southern District of Florida alleging causes of action arising out of the
then proposed merger with AIG and agreeing to pay and paying the $100 million
termination fee prior to the closing of the proposed acquisition by Cendant. The
District Court Judge ordered that these cases be consolidated and that the
plaintiffs file a consolidated complaint (the "Complaint"). That Complaint was
filed in May 1998 alleging claims against the Company, all directors, except for
Messrs. Kemp and Allen, and AIG. The Complaint alleges that directors of the
Company breached their fiduciary duties and violated their duty to act with due
care and in a disinterested manner and to maximize shareholder value by entering
into the AIG Merger Agreement and agreeing to pay the $100 million termination
fee. The Complaint also alleges that the Company and AIG violated Section 14(a)
and 14(e) of the Exchange Act by making materially false and misleading
statements in the proxy statement, as amended, for the AIG Merger Agreement. The
Complaint seeks an order requiring the directors to carry out their fiduciary
duties to the plaintiffs and other class members, damages suffered by the
results of the alleged acts, an order declaring null and void the $100 million
termination fee, an order requiring defendants to make full disclosure of all
material information, and an award of plaintiff's cost and disbursements,
including plaintiff's attorney's fees. The Company and directors filed an answer
on or about June 16, 1998. Thereafter, the Company and Cendant entered into
termination arrangements under which the Company was paid $400 million. The
Company and its directors believe that the claims asserted in these actions are
totally without merit, particularly in light of the termination of the Cendant
Merger Agreement and payment by Cendant of $400 million, and intend to continue
vigorously contest them.
The Company, in the normal course, is subject to regulatory reviews and market
conduct examinations from each of the states in which it conducts business.
During 1998, a multi-state market conduct review was initiated under the
auspices of the NAIC by several states. On November 23, 1998, the Company
entered into a Consent Order and comprehensive Compliance Plan with 39
participating states relating to compliance with the disparate state insurance
laws, regulations and administrative interpretations which have been difficult
to apply to the marketing of the Company's credit related insurance products
through financial institutions, retailers and other entities offering consumer
financing as a regular part of their business. The Company and participating
state regulators have pledged to cooperate in rationalizing existing insurance
laws and regulations to the marketing and administration of credit-related
insurance products on a more comprehensive and uniform basis. As a part of the
adoption of the Compliance Plan, the Company agreed in a Consent Order to pay
$12 million to the participating states, and through implementation of the
Compliance Plan, to provide restitution to insureds, if instances of excess
premiums or less than appropriate claims payments were discovered in that
process. No accrual has been made for any possible restitution since an estimate
of any possible restitution is not known. Since November 1998, four additional
states have executed Addenda joining in the multi-state Consent Order. The
Company also agreed to a multi-state market conduct examination commencing in
November 1999 for review of the Company's implementation of the Compliance Plan,
and to a payment of $3 million to participating states if the Compliance Plan is
not fully implemented by that time.The Company took a charge against earnings
for $15 million during the fourth quarter of 1998. As of the first quarter of
1999, the Company has paid $12 million to the participating states.
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<PAGE> 16
The Company is involved with a number of cases in the ordinary course of
business relating to insurance matters, or more infrequently, certain corporate
matters. Generally, the Company's liability is limited to specific amounts
relating to insurance or policy coverage for which provision has been made in
the financial statements. Other cases involve general corporate matters which
generally do not represent significant contingencies for the Company.
(7) LIABILITES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
The Company's U.K. subsidiary participated in certain personal accident programs
from other insurance companies during 1994 to 1997. The Company ceased writing
this reinsurance in 1997; however, certain risk may continue beyond 1997 due to
the nature of the reinsurance contracts written. The Company has retroceded the
majority of its personal accident liability to other insurance companies. On a
gross basis, the personal accident loss ratios are substantially higher than
that expected at the time the programs were written. However, due to the nature
of the Company's retrocessional coverage, net losses on these programs have not
been material to the Company's operating results. At June 30, 1999, the Company
had gross payables of $22.9 million, ceded recoverable of $24.0 million, gross
reserves of $72.4 million and ceded reserves of $60.8 million relating to the
personal accident business. The Company is currently actively investigating the
cause for the significant increase in the personal accident gross loss ratio.
The outcome of that investigation is currently uncertain but may result in the
Company taking legal or other action against its brokers, reinsurers or others.
The Company is currently involved in arbitration over payment of certain claims
with one of the cedants, and several of the Company's retrocessioners have
delayed payment pending further review. The June 30, 1999 loss reserves and
reinsurance recoverables are based on various estimates that are subject to
considerable uncertainty. However, it is management's opinion that due to the
direct relationship of the business written to the Company's reinsurance
coverage that future development on these programs will not have a material
adverse effect on the Company's financial condition, results of operations or
cash flows.
16
<PAGE> 17
(8) SEGMENT INFORMATION
In 1998, the Company adopted FASB Statement 131 , "Disclosures about Segments of
an Enterprise and Related Information." The prior years' segment information has
been restated to present the Company's reportable segments, Financial Markets,
Personal Lines Markets and Other.
Segment data includes allocated overhead costs to each of the operating
segments. Asset information by reportable segment is not reported. The Company
does not produce such information internally as it reviews its assets and
liabilities at the individual affiliated company level.
The Company is organized primarily on the basis of its distribution channels.
There are ten separate markets, six of the markets are aggregated into the
"Financial Markets." Two are combined to form the "Personal Lines." The
Financial Markets' products, consisting primarily of credit-related insurance,
are sold through retailers, financial institutions, manufactured housing, travel
trailer and equipment manufacturers, dealers and lenders, and utility companies.
The Personal Lines' business, consisting of non credit-related products and
services, is sold primarily through independent agents. All other business has
been included in "Other." "Other" includes principally foreign subsidiaries,
except Canada and corporate activity. The Company's business is generally not
concentrated, and no single customer accounted for 10% or more of the Company's
consolidated gross collected premiums in 1999 or 1998.
Gross collected premiums, net premiums earned and income(loss) before federal
income taxes are summarized as follows:
<TABLE>
<CAPTION>
(in thousands)
Six Months Ended
June 30,
--------
1999 1998
----------- -----------
<S> <C> <C>
Gross collected premiums:
Financial markets $ 1,155,931 $ 1,170,500
Personal lines 164,784 169,241
Other 36,284 55,069
----------- -----------
Total $ 1,356,999 $ 1,394,810
=========== ===========
Net premiums earned:
Financial markets $ 595,091 $ 604,723
Personal lines 96,536 98,646
Other 16,774 16,338
----------- -----------
Total $ 708,401 $ 719,707
=========== ===========
Income (loss) before interest and income taxes:
Financial markets $ 52,703 $ 58,411
Personal lines 7,843 12,644
Other (1) 20,886 (2) (90,303)
----------- -----------
81,432 (19,248)
Interest expense 5,443 9,659
----------- -----------
Total income before income (loss) taxes $ 75,989 $ (28,907)
=========== ===========
</TABLE>
(1) Includes $4.3 million pre-tax income from the sale of assets and liabilities
of one of the Company's smaller non-insurance subsidiaries.
(2) Includes $100 million merger termination fee paid to AIG and $12.8 million
in merger-related expenses.
17
<PAGE> 18
(9) ACCOUNTING FOR INVESTMENTS
The Company accounts for its investments according to the Financial Accounting
Standards Board's Statement 115 "Accounting for Certain Investments in Debt and
Equity Securities".
This Statement addresses the accounting and reporting for investments in equity
securities that have readily determinable fair values and for all investments in
debt securities. Those investments are to be classified in three categories and
accounted for as follows:
HELD-TO-MATURITY - Securities for which the enterprise has the positive intent
and ability to hold to maturity. These securities are carried at amortized cost.
AVAILABLE-FOR-SALE - Securities not classified as trading or held-to-maturity.
These securities are carried at market value with the unrealized holding gain or
loss reported as a separate component of equity, net of the income tax effect.
TRADING SECURITIES - Securities that are bought and held principally for the
purpose of selling them in the near term. These securities are carried at market
value with the unrealized holding gain or loss included in earnings.
The detail of Cost and Statement Value for the Fixed Maturities and Equity
Securities held at June 30, 1999 is as follows
<TABLE>
<CAPTION>
(in thousands)
Amortized Market
Cost Value
------------------- ----------------
<S> <C> <C>
FIXED MATURITIES
Held-to-Maturity Securities $ 697,672 $ 701,060
Available-for-Sale Securities 1,283,764 1,247,580
--------------- ----------------
Total Fixed Maturities $ 1,981,436 $ 1,948,640
=============== ================
Net unrealized loss on available-for-sale securities $ (36,184)
================
</TABLE>
<TABLE>
<CAPTION>
Market
Cost Value
--------------- ----------------
<S> <C> <C>
EQUITY SECURITIES
Available-for-Sale Securities 135,463 144,274
--------------- ----------------
Total Equity Securities $ 135,463 $ 144,274
=============== ================
Net unrealized gain on available-for-sale securities $ 8,811
================
</TABLE>
18
<PAGE> 19
An analysis of the realized gains and losses of the Company for the six months
and three months ended June 30, 1999, is as follows:
<TABLE>
<CAPTION>
(in thousands)
Three Months Six Months
Ended Ended
------------------ ---------------
<S> <C> <C>
Gross realized gains from sales of Available-for-Sale Securities $ 10,520 $ 17,054
Gross realized losses from sales of Available-for-Sale Securities (4,122) (7,404)
--------------- ---------------
Net realized gain from investment activity 6,398 9,650
Net realized gain from other investment activity 1,328 1,077
--------------- ---------------
Total realized gain $ 7,726 $ 10,727
=============== ===============
</TABLE>
The Company uses the specific identification method to determine cost for
computing the realized gains and losses.
19
<PAGE> 20
(10) EARNINGS PER SHARE
The Company reports earnings per share according to the Financial Accounting
Standards Board's Statement 128 "Earnings per Share", which specifies the
computation, presentation, and disclosure requirements for earnings per share.
The following is the required reconciliation of the numerator and denominator of
the basic EPS computation to the numerator and denominator of the diluted EPS
computation.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
BASIC EPS:
Net income (loss) $ 21,758 $ 30,169 $ 55,764 $(12,511)
Less convertible preferred stock dividends 1,549 1,554 3,099 3,351
-------- -------- -------- --------
Income (loss) available to common stockholders $ 20,209 $ 28,615 $ 52,665 $(15,862)
======== ======== ======== ========
Weighted average shares outstanding 42,360 42,662 42,379 42,328
======== ======== ======== ========
Net income (loss) - per share $ 0.48 $ 0.67 $ 1.24 $ (0.37)
======== ======== ======== ========
DILUTED EPS:
Income (loss) available to common stockholders $ 20,209 $ 28,615 $ 52,665 $(15,862)
Convertible preferred stock dividends 1,549 1,554 3,099 3,351
Convertible debentures interest 0 0 0 15
-------- -------- -------- --------
Income available to common stockholders plus
assumed conversions $ 21,758 $ 30,169 $ 55,764 $ N/A
======== ======== ======== ========
Weighted average shares outstanding-Basic EPS 42,360 42,662 42,379 42,328
Common stock options 315 309 331 661
Convertible preferred stock 3,961 3,961 3,961 3,962
Convertible debentures 0 0 0 0
-------- -------- -------- --------
Weighted average shares outstanding-Diluted EPS 46,636 46,932 46,671 46,951
======== ======== ======== ========
Net income - per share $ 0.47 $ 0.64 $ 1.19 $ N/A
======== ======== ======== ========
</TABLE>
20
<PAGE> 21
AMERICAN BANKERS INSURANCE GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Gross collected premiums were $686.8 million for the three months ended June 30,
1999 compared to $696.9 million for the same period of 1998. This represents a
decrease of 1%. Gross collected premiums were $1.3 billion for the six months
ended June 30, 1999 and $ 1.4 billion for the same period of 1998.
During the three months ended June 30, 1999, total premiums and other revenues
were $ 401.9 million, a decrease of $12.1 million over total premiums and other
revenues of $414.0 million for the same period in 1998. Investment income
decreased by $1.5 million and realized gains increased by $.9 million for the
second quarter of 1999 as compared to the same period of 1998.
The benefits and claims ratio was 35% for the six months ended June 30, 1999 and
1998. The commission ratio increase from 44% for the three months ended June 30,
1998, to 45% for the same period in 1999.
Net income for the second quarter of 1999 was $21.8 million, which includes $4.6
million in losses related to the personal accident program written by the
Company's UK subsidiary. This compares with net income of $30.2 million for the
same period in 1998. Net income for the six months ended June 30, 1999 was $55.8
million, which includes $2.8 million from the sale of assets and liabilities of
one of the Company's smaller non-insurance subsidiaries during the first quarter
of 1999. This compares with net income of $61.9 million for the same period in
1998, excluding the merger termination and other merger related expenses.
Including the merger termination and other merger related expenses, the Company
reported a net loss for the six moths ended June 30, 1998 of $12.5 million.
FINANCIAL CONDITION
Stockholders' Equity decreased $9 million from $1.061 billion at December 31,
1998, to $1.052 billion at June 30, 1999. The primary cause for the decrease was
$22.7 million of treasury stock purchased during the first quarter of 1999 and a
reduction in the market value of the available-for-sale securities.
LIQUIDITY AND CAPITAL RESOURCES
On June 30, 1999, $2.4 billion of securities, short-term investments and cash
comprised 56% of the Company's total assets. The securities were principally
readily marketable and did not include any significant concentration in private
placements.
The Fortis Merger Agreement requires the Company, under certain circumstances,
to pay Fortis a fee of $100 million, if the Merger is not consummated. If such
payments were required, the Company would obtain such funds from available
credit facilities and/or operating cash flows.
The Company does not hold significant investments in equity securities;
consequently, market changes in the equity securities markets do not
significantly affect the investment portfolio.
Prior to the closing of the pending merger with Fortis, the Company expects to
continue its policy of paying regular cash dividends; however, future dividends
are dependent on the Company's future earnings, capital requirements and
financial condition. In addition, the payment of dividends is subject to the
restrictions, and conditions described in the Company's Annual Report on Form
10-K for the year ended December 31, 1998.
21
<PAGE> 22
YEAR 2000
The Year 2000 project at ABIG was developed in early 1997. The entire project
reports to an Executive Steering Committee and is being monitored by the
Internal Audit Group. The Internal Audit Group reports the progress of the
Company's Year 2000 project to the Board of Directors.
The project involves the entire enterprise and its major accounts and vendors.
It has four phases, Awareness, Assessment, Remediation, and Validation.
In early 1997, a Corporate project team was created and included Executive
Management. At this point the Company began its Awareness phase.
In the Assessment phase, ABIG inventoried all computer hardware and software.
All specific systems that required modification or replacement were assessed to
determine the steps necessary to remediate the Year 2000 issue. The Assessment
phase was completed during the fourth quarter of 1997.
The Remediation phase began in 1997. Remediation efforts on all core insurance
and accounting information processing systems have been completed and the
systems returned to production. In addition, in early 1997, ABIG completed an
impact analysis of all major third party vendors to determine their Year 2000
compliance. Every software and hardware vendor was contacted and plans were
executed to upgrade to the vendor's Year 2000 ready release. All vendor Year
2000 compliant software upgrades have been installed and tested successfully. A
few PC/Server hardware and software upgrades and replacements remain to be
deployed, this will be completed during the 4th quarter of 1999.
In 1997, ABIG designed and configured isolated testing labs for both mainframe
and network client server technologies. The technology infrastructure, such as
operating systems, third party software, wiring, and network hardware, were all
upgraded to Year 2000 compliant releases before being used for lab testing. The
labs provide the ability to perform validation testing for systems using various
future Year 2000 date/time scenarios.
The Validation testing phase started in 1998 and was completed during the first
half of 1999. Validation testing was a joint effort by the Information Systems
Department and senior analysts from each business area. Testing procedures were
documented using guidelines developed by the ABIG Internal Audit Group.
ABIG surveyed its network of corporate clients and other third parties regarding
their Year 2000 readiness in our Assessment phase. All, but a few, have
responded to the surveys and have represented that they expect to be compliant
by the Year 2000. Our Validation phase includes plans to audit the readiness of
our major corporate clients and to test electronic interface files throughout
1999.
Non-information technology systems such as those pertaining to the operations of
the building were evaluated and tested using the same four phases described
above.
While the Company is not presently aware of any significant exposure, there can
be no guarantee that the systems of ABIG's corporate clients and other third
parties will be converted in a timely manner, or that a failure to properly
convert by another company would not have a material adverse effect on the
Company. In the event the Company, clients or other third parties fail to be
converted in a timely manner, the Company intends to implement the necessary
portions of its disaster recovery plan. The Company as part of its overall
business operation, has developed a disaster recovery plan which includes
electronic as well as non-electronic processes. Additional internal resources
will be focused to address each failure on a case-by-case basis. The recovery
steps necessary will vary considerably depending on the nature of the Year 2000
issue being addressed.
The worst case scenario would be where the Company's systems do not operate as
expected and/or major clients and major service providers fail to achieve their
Year 2000 compliance. Consequently, no assurance can be given that Year 2000
compliance can be achieved without costs that might affect future financial
results or cause reported financial information to not be necessarily indicative
of future operating results or future financial condition.
Through June 30, 1999, the Company has expensed approximately $9.4 million and
estimates another $.5 million to substantially complete the project.
22
<PAGE> 23
REGULATIONS
ABIG's domestic insurance subsidiaries, like other insurance companies, are
subject to regulation and supervision by the insurance regulatory authorities of
the jurisdictions in which it is authorized to engage in business. Regulations
vary by state, but generally they relate to standards of solvency, pricing,
licensing, investment restrictions, policy form approval, sales and marketing
practices, claims handling, computation of reserves, assessments and financial
reporting.
In recent years, state regulators, directly and through the NAIC, have placed
greater scrutiny on the market conduct activities of credit insurers such as
ABIG. In May 1998, after market conduct examinations by several states, the
Company received notice from the Kentucky Commissioner of Insurance that certain
states intended to conduct a multi-state market conduct examination of ABIG. The
Commissioner offered that in lieu of such examination, the Company could choose
to enter into a comprehensive compliance plan agreeable to the several states.
To avoid the significant cost and business disruption that would likely result
from an multi-state examination, the Company chose to implement a comprehensive
compliance plan. Accordingly, on November 23, 1998, the Company entered into a
Consent Order and Compliance Plan signed by 39 participating states. Pursuant to
the terms of the Consent Order and Compliance Plan, the Company agreed to pay
$12,000,000 to be disbursed to the 39 participating states and agreed to pay to
insureds any monies which may be owing due to instances of excess premium
charges or less than appropriate claims payments made during a specified period.
Subsequent to November 1998, four additional states signed the Consent Order
and Compliance Plan bringing to 43 the number of participating states. In
November 1999, pursuant to the Consent Order and Compliance Plan, the Company
is subject to examination by the participating states to review the Company's
implementation of the Compliance Plan. An additional amount of $3,000,000 may be
payable to the participating states should they determine the Company has not
complied with the provisions of the Consent Order and Compliance Plan. The
Company continues to take steps to implement the Compliance Plan, but there can
be no assurances that the Company will fully implement the Compliance Plan by
November, 1999.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 - SAFE HARBOR CAUTIONARY
STATEMENT
Except for the historical information contained herein, certain of the matters
discussed in this quarterly report are "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995, which involve certain
risks and uncertainties, including but not limited to, changes in general
economic conditions, interest rates, consumer confidence, competition,
environmental factors, and governmental regulations affecting the Company's
operations. See the Company's Annual Report Form on 10-K for the year ended
December 31, 1998, for a further discussion of these and other risks and
uncertainties applicable to the Company's business.
23
<PAGE> 24
PART II
OTHER INFORMATION
24
<PAGE> 25
ITEM 1 - LEGAL PROCEEDINGS
Commitments and Contingencies information which appears on page 14 elsewhere in
this report is incorporated by reference in this item. Additional information
regarding litigation can be found in the Company's 1998 Annual Report on Form
10-K.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Stockholders meeting was held on May 7, 1999 at the Company's
Headquarters. Proxies for the meeting were solicited pursuant to Regulation 14
under the Securities Act of 1934. The following matters were submitted to a vote
by the shareholders:
<TABLE>
<CAPTION>
TOTAL VOTES
FOR WITHHELD ABSTAIN
--- -------- -------
<S> <C> <C> <C>
Election of ten directors:
William Allen, Jr. 35,871,809 201,706
Jack Kemp 35,686,213 387,302
James Jorden 35,870,085 203,430
R. Kirk Landon 35,854,481 219,034
Robert Strauss 35,870,809 202,706
Nicholas Buoniconti 35,686,411 387,104
Armando Codina 35,871,511 202,004
Peter Dolara 35,872,079 201,436
Eugene Matalene, Jr. 35,872,009 201,506
Nicholas St. George 35,871,109 202,406
Ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's
independent accountants for fiscal 1999 35,936,839 81,058 55,618
</TABLE>
Continuing directors are: Gerald N. Gaston, Daryl L. Jones, Bernard P.Knoth,
S.J., Albert H. Nahmad and George E. Williamson II.
On July 22, 1999, two special meetings were held for the holders of common and
preferred stock at the Company's Headquarters for the following purpose: To
approve and adopt an Agreement and Plan of Merger, dated as of March 5, 1999,
among American Bankers Insurance Group, Inc., Fortis, Inc., and Greenland
Acquisition Corp. Proxies for the meeting were solicited pursuant to Regulation
14 under the Securities Act of 1934.
<TABLE>
<CAPTION>
TOTAL VOTES
FOR WITHHELD ABSTAIN
--- -------- -------
<S> <C> <C> <C>
Common Shareholders 31,049,809 182,767 20,747
Preferred Shareholders 1,341,825 0 45
</TABLE>
25
<PAGE> 26
ITEM 6(A) - EXHIBITS
(10.1) First Amendment to the Voting Agreement between certain Stockholders and
American Bankers Insurance Group Inc., a Florida Corporation and Fortis,
Inc., a Nevada Corporation.
(27) Financial Data Schedule (for SEC use only)
ITEM 6(B) - REPORTS ON FORM 8-K
None
26
<PAGE> 1
FIRST AMENDMENT TO
VOTING AGREEMENT
FIRST Amendment, dated as of June ____, 1999 (the "First
Amendment"), amending the VOTING AGREEMENT, dated March 5, 1999 (the
"Agreement"), between certain Stockholders named therein (each a "Stockholder,"
and collectively, the "Stockholders") of AMERICAN BANKERS INSURANCE GROUP, INC.,
a Florida corporation (the "Company"), and FORTIS, INC., a Nevada corporation
("Parent," and together with the Stockholders, the "Original Parties").
W I T N E S S E T H
WHEREAS, the Original Parties have heretofore entered into a
Voting Agreement, dated as of March 5, 1999 (the "Agreement"); and
WHEREAS, R. Kirk Landon and the Landon Corporation, a Florida
corporation, desire to transfer Shares to Landon Beta Limited Partnership
("Beta") and Landon Gamma Limited Partnership ("Gamma," and together with Beta,
the "New Parties"), both Nevada limited partnerships; and
WHEREAS, the New Parties have agreed to be bound by the terms
and conditions of the Voting Agreement; and
NOW, THEREFORE, for good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Original Parties and the New
Parties agree as follows:
1. The New Parties are hereby added to the Agreement as
Stockholders, and agree to be bound by the terms and conditions of the
Agreement.
2. The second sentence of Section 5 of the Agreement be and
hereby is deleted in its entirety and the following is inserted in lieu thereof:
Notwithstanding anything to the contrary in this Agreement, (A)
Mr. Landon shall be permitted to Transfer (i) Shares or New Shares
Transferred for net after-tax proceeds of not in excess of
$10,000,000, (ii) Shares or New Shares Transferred pursuant to any
decision by a court or alternative dispute resolution entity, or
in settlement of any legal proceeding and (iii) Shares Transferred
<PAGE> 2
from one Stockholder to another Stockholder (an "Intra-Stockholder
Transfer") PROVIDED, HOWEVER, that any shares acquired by a
Stockholder pursuant to an Intra-Stockholder Transfer shall be
subject to the terms of this Agreement to the same extent as if
they constituted Shares and (B) Mr. Gaston shall be permitted to
Transfer Shares or New Shares Transferred for net after-tax
proceeds not in excess of $2,000,000."
3. Exhibit A to the Agreement be and is hereby deleted in its
entirety and the Exhibit A attached to this First Amendment is inserted in lieu
thereof.
2
<PAGE> 3
IN WITNESS WHEREOF, the Parties have executed this First Amendment and
caused the same of be duly delivered on their behalf on the day and year first
written above.
FORTIS, INC.
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
THE STOCKHOLDERS:
--------------------------------
Name: Gerald N. Gaston
--------------------------------
Name: R. Kirk Landon
R. KIRK LANDON/B. LANDON FOUNDATION
--------------------------------
By: R. Kirk Landon
R. KIRK LANDON REVOCABLE TRUST
By:
-----------------------------
Name: R. Kirk Landon, Trustee
LANDON CORPORATION
By:
-----------------------------
Name: R. Kirk Landon
3
<PAGE> 4
LANDON BETA LIMITED PARTNERSHIP
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
LANDON GAMMA LIMITED PARTNERSHIP
By:
-----------------------------
Name:
---------------------------
Title:
--------------------------
4
<PAGE> 5
EXHIBIT A
STOCKHOLDERS
<TABLE>
<CAPTION>
NAME: NUMBER OF SHARES: TYPE OF OWNERSHIP
- ----- ----------------- -----------------
<S> <C> <C>
R. KIRK LANDON 561,145(1) Direct
81,000 Directly, subject to restriction under 1991 Stock
Option /Restricted Stock Award Plan
1,370,450 Through the Landon Corporation
126,555(2) Through the R. Kirk/B. Landon Foundation
90,079 Through the Landon Foundation
140,500 Through R. Kirk Landon Remainder Unitrust
129,824 Through R. Kirk Landon Revocable Trust
Through the Landon Beta Limited Partnership
Through the Landon Gamma Limited Partnership
15,562 Allocated under American Bankers Insurance Group,
Inc. 401(k) and Employee Stock Ownership Plan
27,892 Acquirable under the 1994 Amended and Restated
Deferred Compensation Plan
---------
TOTAL: 2,543,007
=========
</TABLE>
- ----------
1 Includes 40,000 shares of Company Common Stock subject to an
option granted by Mr. Landon to a third-party on May 24, 1995 (the "Option"). If
the Option is exercised at any time prior to the termination hereof, the shares
of Company Common Stock subject to the Option shall no longer be deemed Shares
for purposes of this Agreement.
2 It is possible that the R. Kirk Landon Foundation (the
"Foundation") will be terminated and in connection therewith, the Company Common
Stock owned by the Foundation will be distributed equally to two new
foundations, one of which is to be created by R. Kirk Landon and the other by B.
Landon. If the Foundation is terminated at any time prior to the termination of
this Agreement, 63,277 of the shares of Company Common Stock owned by the
Foundation shall no longer be deemed Shares for purposes of this Agreement.
5
<PAGE> 6
<TABLE>
<S> <C> <C>
GERALD N. GASTON 589,436 Direct
15,562 Allocated under the American Bankers Insurance
Group, Inc. 401(k) and Employee Stock Ownership Plan
--------
TOTAL: 604,999
========
</TABLE>
6
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<DEBT-HELD-FOR-SALE> 1,247,580
<DEBT-CARRYING-VALUE> 697,672
<DEBT-MARKET-VALUE> 701,060
<EQUITIES> 144,274
<MORTGAGE> 5,355
<REAL-ESTATE> 0
<TOTAL-INVEST> 2,377,817
<CASH> 5,066
<RECOVER-REINSURE> 344,152
<DEFERRED-ACQUISITION> 466,930
<TOTAL-ASSETS> 4,274,016
<POLICY-LOSSES> 349,204
<UNEARNED-PREMIUMS> 1,610,216
<POLICY-OTHER> 632,769
<POLICY-HOLDER-FUNDS> 11,266
<NOTES-PAYABLE> 168,401
99,160
0
<COMMON> 43,195
<OTHER-SE> 909,132
<TOTAL-LIABILITY-AND-EQUITY> 4,274,016
708,401
<INVESTMENT-INCOME> 74,420
<INVESTMENT-GAINS> 10,727
<OTHER-INCOME> 20,246
<BENEFITS> 240,205
<UNDERWRITING-AMORTIZATION> 0
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 75,989
<INCOME-TAX> 20,225
<INCOME-CONTINUING> 55,764
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55,764
<EPS-BASIC> 1.24
<EPS-DILUTED> 1.19
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
